Dark Note Circus
by Icemask12
Summary: Songfic of the Vocaloid song Dark Woods Circus crossed over with Death Note. Rated T for some language see Author's Note . “You’re almost too pretty to eat. But I like you. I’ll make it quick, how about that?”


**A/N: **Okay before you read, I have some explanations to make-this is a songfic based off a Vocaloid song called Dark Woods Circus, you can find it on youtube. The lyrics of the song are in bold and italics, and the parts at the beginning and end that are just in italics are from the video, at the beginning and end, in between every picture there's a sentence, and I think they kind of gave a good end and introduction, so I put them in there even though the words aren't actually sung. I'd also like to mention that at the bottom I have included the real lyrics, if you want them, it's a beautiful song. I also changed around some of the events, and the order that the people were introduced.

WARNING: Some of this stuff might be disturbing, if you cannot handle pain or death please turn away now. People who have seen the video, you know what I'm talking about.

Disclaimer: I do not own Vocaloid, the rights to Dark Woods Circus, or any of the Vocaloid characters, this is a purely fanmade thing and I am not associated with them in any way. I do not own Death Note or any of the characters, nor am I in any way affiliated with them or claiming any rights.

That should make you copyright people happy, right?

Mmkay, here you go

**Prologue **

_Oh, you're here, you're here!_

_The Dark Woods Circus_

_Tonight, we'll be showing_

_The sad fate that some of this world carry_

_Children that God has abandoned, restlessly creeping out_

_Children who can't even carry the trembling limbs they were born with_

_Their shaking tongues even accidently crying out_

_The crowns of their heads that caress the dark clouds_

_They smile as they dream of their mother's embrace_

_Ooh,_

_The Deformity!_

_DEFORMITY!_

_Drop by and see him_

_Drop by and see him_

*****

The sunset was beautiful, one that could have possibly graced the cover of a cheesy romance novel.

However, Mail "Matt" Jeevas was not the sentimental type, and he gave it no more than a second's thought.

Every year, when the circus came to town, Matt would go alone-he was too intelligent to connect with most people on an emotional level, and the other kids he hung out with by default now considered the circus babyish for a thirteen year old boy. It wasn't like Matt thought the carnival was the most fun thing in the world either-it bordered on boring, at times.

However, it was the one thing that changed in this stupid little town, he thought as he walked through the bright array of booths and tents. It was worth it coming to see something new, new performers, new tents…it didn't matter, so long as it was new.

But it didn't look like anything was new this year. All the same old crap.

Matt was nearly done with the cotton candy he'd bought with the money his foster parents had lent him-this year he was lucky, because his last foster family had considered the circus a waste of time, and given him nothing. At least these people were airheaded enough to think he was going to enjoy himself.

Matt sighed, glancing at the sunset apathetically. Maybe it was time to go home-it was getting late, after all. He turned, ready to head back and find his bike-

When a piece of paper flew across his vision.

"Huh?"

Matt looked, and saw that the paper had blown to the side of the street, and was caught partly in the gutter. Out of curiosity, he walked over and picked up the damp white paper that was trembling in the breeze, and straightened it out to read better.

The paper looked old, older than the maps they were handing out of the circus, and had the telltale creases of a parchment being folded and unfolded many times. It showed a map of the circus-he'd gotten one at the gate, and he was about to drop it when something caught his eye.

It was a path that didn't appear on the original map, and it appeared to lead straight into the woods surrounding the carnival grounds. Faded red letters proclaimed _"Come one, come all, to this year's special attraction-the Dark Woods Circus!"_ Matt raised his eyebrows skeptically and glanced at the date-yep, like he'd thought, it was more than a few years old.

Noticing he was not too far away from the path the map pointed out, Matt decided to check it out before he left-might as well see something new before he went back to the monotony of everyday life.

It took him a while to find the path the map pointed out, mainly because the entrance of it, which the map promised to have a life sized wooden cutout of a clown to mark it, instead only had a few broken pieces of wood which might have once had paint on them.

The 'path' was narrow, made of dirt, and wound deep into the forest-so deep Matt couldn't see the end of it. It was a little creepy-Matt considered himself a city kid, after all-but the mysterious path into the woods had piqued his curiosity.

So he followed the trail until the bright colors of the carnival were lost to his vision.

_**Deep into the forest**_

After what felt like hours, even though in reality it was only about half of one, Matt saw a light in the distance-a flickering, unstable light that was reminiscent to candlelight, and as he approached he saw it was an old-time gas lantern, lighting his path. In the distance he saw another lantern and was grateful for it-not only did it mean his destination was becoming close, but a purple dusk had fallen, and he stumbled over roots in the darkness of the forest.

_**Far far back in the back that way**_

Finally, after the third gas lantern, Matt stepped into a clearing. Stars had already begun appearing overhead, marred by the lights of the nearby town, and grand, brightly colored tents towered over him. They were strange colors, brown, mustard yellow and sickly purple, but colors nonetheless. However, there was nobody in sight.

_**There is a circus**_

_**The chairman with the big eyes**_

_**And ten meters tall**_

_**All of the cast is jolly**_

Matt walked a little way into the clearing, passing under a large wooden arc that declared the ground he stood on to be part of the _Dark Woods Circus_, and looked around. Still nobody.

The lack of people here was creeping him out, and he was about to turn tail and run when suddenly he heard a voice-

_**Their forms are rather strange**_

_**But it's so fun!**_

_**The Dark Woods Circus…**_

"Oh, hello. New, are you? It's been a long time since we've had a visitor…"

Matt turned to greet this new person, only to see the speaker and yell in shock, backing up a few steps before tripping over a root and falling to the ground.

Before him stood a-a _thing_, at least a head taller than him, and sporting two heads!

_**One with two heads**_

_**A deformed diva**_

_**A blue beast that loves to eat things cold**_

He couldn't speak, or stand, only sit and make terrified noises. Logic told him it was animatronics, but it sure as hell didn't _look_ like any sort of machinery.

One of the heads, a blonde one, male, laughed suddenly, liquid blue eyes glinting with glee: "Look, Near! He's scared!"

The other head had white hair and was also male, but unlike the other's liquidy eyes, the white haired one's gray eyes were cold and dark, and reminded Matt of long tunnels.

"Mello" cooed the white-haired head "No need to be so unkind. We haven't had guests in ages."

Matt opened and closed his mouth a few times, and then was able to spit out "Who are you? W-What are you?" he breathed, looking them up and down.

"I'm Near" said the white-haired head calmly "and this is Mello. As to what we are-we were once human-"

"-but now we've no idea, you see." Mello finished morosely.

Matt examined Mello and Near. From the shoulders down they looked completely normal, albeit having limbs that were too short to span the length of the broad shoulders their heads rested on, and two necks sprouted out of a white ruffle that lay around the neckline of their colorful, jumpsuit-Near's side was completely white, and Mello's completely black. He also noticed that on Mello's side the material was reflective, like leather, whereas Near's side had a flannel-like fabric holding his clothes together. As they bowed to Matt, the neckline fell open and he caught a glimpse of stitches, probably from where they'd been sewn together.

"You still haven't told us who you are." said Near thoughtfully.

"I'm Matt" said Matt cautiously, still not quite able to comprehend the situation-one body-two heads that looked nothing alike-what the hell? He sat up quickly, brushing himself off. "So, what's there to do in this circus?"

"What's there to do?" Mello laughed, using their right hand-he was on the right side-to wipe his face "There's always something to do! It's fun here, you see. It's fun to go and see the people!"

Matt, slightly unnerved by Mello, hid it by looking around skeptically "I haven't seen anyone since I got here. I still don't see anyone."

"That's because they're inside the tents. They don't like to be seen." said Near quietly.

"Then why would I go see them?" frowned Matt.

"Because that's the point of the circus, obviously! Really, are you dense?" scoffed Mello. "We don't like to be seen either-but we've gotten over it."

"We got over it a long time ago." said Near in barely more than a whisper.

Not wanting to start an argument, Matt quickly interrupted "So, should I just go into one of the tents and look for someone?"

"I suppose." Near mused "but most of us are gone now. There's only a few left. You see that tent over there-" he pointed out a mustard yellow tent strung with ripped paper Chinese lanterns "-that's the chairman's favorite. That's where we live."

"Will I get to meet the chairman?"

Mello looked at him coldly "You don't want to meet the ringmaster. If I were you, I'd just leave now. But I suppose if you really want to look around, and can do it without attracting any attention, then you can."

Matt didn't see anyone who was around whose attention he could attract, but assented and turned to enter the tent Near had pointed out.

"Oh, Matt-that's your name, isn't it?-one more thing, before you go." Matt turned around to see Near beckoning to him.

"Yeah?" he asked, slightly irritated.

"Whatever you might see, please do not be tempted to show kindness or compassion to anyone here."

Matt, who'd been expecting something like "Don't feed the animals," gave the smartest response he could think of at the moment: "Huh? What do you mean by that?"

Near sighed "You'll only truly understand after you've seen them, but you should know the ones of us that are left have been here so long that most of us don't understand things like love or empathy anymore. They might mistake it for something else. So please, no matter what they ask of you, ignore them. Be only an observer-can you promise us this?"

Matt nodded slowly "Yeah…I guess I can."

"Good. We'll see you later."

Matt nodded shortly and walked quickly over to the tent-Mello and Near were creepy, he could feel their eyes on his back. Matt pulled up the sickly purple tent flap and entered.

For a few moments, it was pitch black. Then, as if on cue, about ten lanterns were lit, illuminating a long oval. Matt figured he must be in one of the main tents-the ceiling was very high. On the inside, the tent didn't look quite as ugly-it had thick red and white stripes, and was cleaner than it was on the outside.

Matt looked into the arena and laughed-parading around the oval was two people on stilts, a man and a woman. They both wore puffy white suits accented with gold, and laughed and waved when they saw Matt.

Matt waved back, and the woman's brown, almost golden eyes shone against the white mime face paint, her golden hair falling down her back. The man's hair was not quite as long, but messy and black, and hung down to his shoulders. The man laughed again, and his painted hands caught his thick-rimmed glasses as they fell.

Matt smiled and waved again, then looked at a small board nailed to a post-a piece of paper under a sheet of plastic stated that in the arena, '_Magic Misa and Mikami!'_ would be performing later in the evening. Knowing he didn't actually want to wait that long, Matt turned and waved a final time, moving away from the arena as Misa and Mikami mock-cried.

Matt, instead of turning around to go out the way he'd came, had noticed that there was another flap on the opposite side of the tent-they must connect all of the tents around here in case it was raining or something. He lifted up that flap to go in, and disappeared into the darkness.

He didn't hear the silent screamed warnings of Misa and Mikami for mimes cannot speak, and their tongueless mouths opened and closed without a sound.

Matt wandered around in the dark for a minute (was anyone in here, or should he just turn back?) before he suddenly tripped across a thick cord. He hit the cement ground with a dull thud, and winced as he pulled himself up, running his hand along the wire until he felt a box attached to it.

In the darkness, Matt pulled the box closer to him, sitting up and feeling all around it until he felt a switch, and flicked it. For a second nothing happened, then a dull light directly above his head flickered on, a bare bulb, and he could see wires attached to it.

Four other bulbs, all bare and some cracked, lit up, and Matt surveyed the tent he was in now.

It was obvious that in here, at least some of the walls were solid, but painted the same colors as the tent. It was an unremarkable room, much smaller than the last tent, and looked just like a storage tent-there were creates and barrels lining the walls.

Matt noticed that about a third of the tent was cut off by a wall of thick metal bars that one might find in some sort of Disney dungeon-iron and dramatic, overlarge. Inside the barred area there wasn't much, only one or two crates and boxes and a sack-

That just moved.

Matt froze. Logic told him _"It's behind the bars; it won't be able to get me-"_

But still, he was so terrified he could barely move. He swallowed and called out "Is someone there?"

There was shuffling behind one of the crates, and movement and the black fabric that Matt had taken to be a sack or bag of some sort turned out to be _clothes._

That somebody was wearing.

The boy inside the cage shuffled out from behind the crates, pulling himself in a wormlike sort of motion. As he got closer, Matt examined him.

The boy was older than him, and might once have been handsome, but his eyes-brown-looked long deadened to the world, and his brown, sloppily cut hair covered the side of his face. His hands and feet were bound (which explained why he'd had to move in such an odd fashion), and he wore all black-not gothic, just a plain cotton shirt and pants.

_**Does anyone wish that I were alive**_

The boy, amazingly enough, was able to pull himself into a sitting position, and he looked at Matt a long while before whispering in a scratchy voice "Who are you?"

Matt felt some sort of strange pity, and moved closer to the bars behind which the other boy sat, kneeling down before him. "I'm Matt." He said gently, as if speaking to a small child. "What's your name?"

The boy stared at him in surprise, as if he'd never been asked the question before. He was silent for so long that Matt, who remembered Near and Mello and how they didn't know what they were, interrupted the silence "Do you have a name?"

"I used to have a name…it's been so long since anyone's cared to ask." The boy screwed up his face as if thinking very hard, then sighed and looked up at the bare light bulb hanging above his head. "It's Light" he breathed suddenly, looking excited. "That's my name! It's-"

His face suddenly broke into a smile, and Matt screamed.

_**So undesirable I am in this body?**_

The moment the smile split across the boy's face, it had changed-gone from that sad, melancholy attractiveness (but attractive nonetheless) to something horrible, twisted. His skin had an almost scaly appearance, and he was still beautiful, but in a disgusting, deformed way, and all the pity Matt had held for him disappeared in a flash of terror.

_**Why do you look at me like that**_

After Matt screamed, he waited, breathing heavily. No sounds came from Light, and eventually, Matt wondered if it was safe to look. He peeled one cautious hand off his eyes, then the other, only to see that Light's were closed. Matt frowned, wondering if the older boy had suddenly died, and pulled himself up from where he'd fallen to go look.

"I should have known it was too good to last."

Matt stopped, suddenly feeling guilty, and looked at Light, whose eyes had opened, and were scanning Matt's person intently-but with an air of apathy.

"I'm sorry…it's just…I wasn't expecting that."

"Nobody ever does. But…you are the first person to stay this long." Light looked wistful, as if he was about to smile again, and Matt couldn't help but feel relieved when the older boy pulled his face into a grimace instead, and then let the emotion drain out of it.

"I am? Why?"

"Look at me. You felt sorry for me too, didn't you? Everyone does. They try to cheer me up." he gave a short, barking laugh, devoid of mirth. "And sometimes they succeed-but who stays when they see my face? Who wants to make me happy when they have to _look_ at me afterward?"

_**This face that is rotting**_

"I'm sorry…does that always happen when you smile?"

"It happens when I laugh and mean it-or when I feel too happy. Don't you see?" Light turned his head away "No one wants me. No one wants to make me happy if it means having to live with that horror, that beast all their lives."

Matt, who could find nothing to say, shook his head silently, as if he could say _"No, don't think like that, I'm sure you'll find someone who accepts you eventually-"_ but none of those words were true, so instead he remained silent.

_**It's painful**_

"Do you think anyone wants me alive? Do you think I'm worth anything at all?" Light's voice was growing shriller and louder with every inquiry, and his eyes grew wide, his thin frame trembling.

"DO YOU THINK I'M HUMAN? DO YOU THINK I DESERVE TO DIE?!" he screamed, thrashing and falling out of his sitting position.

_**It's painful, and it can't be helped**_

"I see you're enjoying yourself." Came a dry chuckle. Matt spun around to see Mello and Near standing in the entranceway, and they pushed by him-or at least that seemed to be Near's goal, Mello was more interested in talking to Matt.

Matt shook his head vehemently "What's wrong with this place?"

Near looked at him quietly, and said "Nothing's wrong with it. This is exactly how it's supposed to be."

_**She said it, but still we continue this circus**_

_**Forever!**_

Matt shook his head slowly "No…nobody deserves to live…like this. Why? Why are you all like this?"

"And you haven't even seen L yet." chuckled Mello "You think the rest of us are freaks, go look at him."

_**It's fun**_

Near sighed "Listen…I'll explain later. You can go see L while I calm _him_ down." Near gestured at Light, who had ceased thrashing but was still shaking like a leaf in the wind, twisting his body violently every time he saw the bare bulb swinging above his head.

_**So fun**_

Matt looked at the trio sadly, wondering who L was. He turned to the flap in the tent, and when he lifted it up, to his surprise, instead of another tent he saw a tunnel, still made of tent material, but long and dark. He looked behind him "Are you sure this is safe?"

Near, who had reached through the bars and cupped his hand under Light's chin was whispering something to him, and he nodded without turning around.

Matt sighed, entering the tunnel and listening to the last dregs of the conversation.

"_It hurts. It hurts so much."_

"_Shh. I know it hurts. It hurts all of us. Be quiet, now-"_

_**This circus is so fun**_

Matt let the tent flap close behind him, and the noise was extinguished.

The hallway, in actuality, was actually a lot shorter than it looked, but the dim light on the other end made it hard to tell. There was no tent flap, here, and Matt poked his head inside the room, which was illuminated by an eerie blue light. He paused, wondering if it was safe to enter, when

"Why, hello. Could you please turn on the light? I'd like to see your face, I've been in the blue-dark for so long…" a gentle, pleasing baritone murmured out the instructions on where Matt could find the light switch, and with its aid Matt found the switch and flicked it on. It didn't make it very bright, and now the blue light was more prominent, but it helped.

He was standing in a tent that was narrow, only about ten feet from wall to wall, but long, much longer than the last tent he'd been in. The length of the tent was necessary, Matt now saw, because directly in the center of the room there was a long table, with six chairs on either side and a large one at the head, which was occupied. The table was set very elegantly, with a white tablecloth tinged blue by the eerie light, made of rich dark oak, and decked with fine cutlery and silverware. However, strangely enough, the only plate belonged to the man at the head of the table, and he had no silverware of any kind.

Matt looked the man up and down warily. He had flyaway spiky black hair and eyes of the same hue, and was thin-thinner than Light had been. He wore a straightjacket, not a normal white one, but blue, with elegant flowering designs all across it. On the plate in front of him there was something pale (almost as pale as the man's skin), and from where Matt was standing it looked like a plate of cauliflower or squash. Matt felt for the man-he hated cauliflower and squash, not to mention broccoli.

"Come closer, please. The darkness has clouded my eyes for so long, and seeing another living being besides myself is a real treat." Said the man pleasantly, his face splitting into a smile (which, Matt was glad to see, did not elicit a terrifying transformation).

"So, you don't see Near or Mello?" Matt moved closer, this man seemed nicer than the others-somebody Matt could get along with well.

"Well, another _human_ being. But they don't like to see me anyway." Chuckled the man "I suppose they've already told you that my name is L?"

"Yeah…they did, as a matter of fact. So that's your name? Just the letter L?"

"Yes…strange, isn't it? I bet your name isn't as strange is mine?"

"Well, everyone calls me Matt, and I guess that isn't strange, but my real name is Mail-that's pretty weird, if you ask me. That's why I just normally go by Matt." L laughed, and Matt laughed with him, feeling pleased that he'd finally found someone sane enough to hold an intelligent conversation with.

"So…Matt? I just remembered why I've been waiting for someone new to come for so long-I've been waiting almost since I came, but-" L sighed and shook his head morosely "-nobody is as brave as you. So I hardly see anyone. If you could come a little closer? My eyesight is really terrible…"

Matt moved closer obligingly, but did not sit at the table for fear that L would suddenly become crazed-you never knew what could set these people off. "So, you were waiting for someone from the outside? Why?"

"Oh…well you see, I sit here all the time. In this same seat, everyday, and I get brought meals every once in a while-I can't tell how many I get a day because the light is always the same, so I never know when one day has become the next. But my point is, it's awful. My hands aren't free so I have to eat by putting my head down to the plate-do you know how embarrassing that is, child?"

Matt shook his head truthfully.

"I didn't think you would. It is. And do you know what people do when they see me here, unable to reach my food except by doing something only an animal should do?"

"What is that?" asked Matt quietly.

"_Laugh."_ L's lips curled into an angry sneer "_Laugh_ at my pain, my misfortune. But you-" L's eyes became wide and hopeful, as if he was looking upon his savior "-you're a kind boy Matt, instead of laughing at me you talk to me like I'm human. Like I'm _alive_. I appreciate that. And I know we haven't known each other long, but I have a favor to ask of you."

Matt suddenly felt his insides grow cold. Hadn't Near warned him not to oblige to the requests of the people here? On second thought, hadn't he told Matt not to speak to them at all? Matt had disobeyed the first time too, by talking to Light-but L looked completely at ease, not like he was about to start screaming and thrashing, so wasn't it safe?

Even still, he remained silent, trying to keep his face expressionless.

"Near told you not to, didn't he?" asked L suddenly, realizing dawning on his face "Would it help if I reminded you that you don't know anyone here? So you really can't trust any of us, only do what you think is right. At least hear me out." There was a teasing tone in the man's voice now, and Matt felt more at ease.

"Okay. What is it you want?"

"I want to be let out."

Matt's eyes widened in surprise "But won't the chairman get mad?"

"Oh yes, he'll be furious. But Matt…" L looked pained "Not many in this world have to with the agony that we here do. Even without the mocking people, do you know how monotonous it gets? My food is cold, and it feels like snails going down my throat. I stopped feeling my arms a long time ago. I want to live in the real world, somewhere warm…I want to lie down, eat something warm. Something that doesn't taste like raw oysters."

_**Rotten fruit, to dissolve my eyes**_

Matt nodded "But what about the others? I think they want to be let out too."

L snorted derisively "Have you looked at them? Mello and Near are bound to this circus, and Light's too unstable to be let out into the world. Before you met me, have you had one normal, sane conversation?"

"No" said Matt thoughtfully "I guess I haven't. And you're right…I don't know anyone here, I'll just have to choose who I trust. So how do I let you out?"

"You'll have to come closer, first. There are straps on the back of the jacket, see? All you have to do is pull. Then it'll be done."

Matt nodded, moving forward and standing behind L's chair. As he examined the straps, he heard L sigh and say "You're such a kind boy, so handsome. Almost too pretty to eat."

Matt stopped abruptly, his hands still on the straps of L's straightjacket, hoping to god in heaven he hadn't just heard what he'd thought he had-

"What?" croaked Matt, his voice suddenly very dry.

"You're almost too pretty to eat. But I like you. I'll make it quick, how about that?"

Matt dropped the straps and took a few steps backwards "I don't understand. Eat? What the hell are you talking about?"

"Surely you didn't think I could be released without payment." smiled L sagely "A life for a life, that's fair don't you think? You give me my life back, I'll take yours-or the chairman will. But like I said, it's been so, so _long_ since I've eaten something warm…all the give me is cold food…and you, child, make my mouth water." L nodded like this was a great compliment.

"You…you want to eat me?" Matt squeaked, abruptly stepping back and flattening himself against the wall, but moving so that L could see him.

L groaned "Well, what did you think I ate? Did you think the plate was just there for decoration?"

Matt turned his eyes to the plate and widened in horror, because sitting there, the pale things he'd thought were vegetables were arms.

_Human _arms.

Pale and looking drained of blood, and a ring still on one of the fingers.

A scream tore itself out of Matt's throat "Cannibal! That's sick! Sick! SICK!"

Matt felt dizzy, and everything seemed very noisy, and there was awful loud carnival music and his own cries of disgust, mingling in the closed air with L's cries of "But Matty, I'm hungry! You wouldn't let a friend down would you?"

"YOU'RE A SICK FU-"

"Matthew, please! The chairman did this to me!" gasped L, straining against the straightjacket and looking pained.

"I think I have a bone to pick with this chairman guy. Who does he think he is, having the right to do this to people? Isn't there anyone around here who's against him?"

L looked at him quietly "There's always Takada. She's in the next room."

Matt, breathing heavily, glared at L "Why should I trust you? You want to get me killed!"

"No. I only want to eat you. I don't want anyone else to kill you."

Matt looked at him disgustedly "Fine. But I'm not going to talk to her for long. After that I'm leaving. This place is so messed up." angrily, the redhead strode over to the tent flap behind L, and pulled it up.

Unlike the other rooms, this place was already lit up. Matt's gaze was drawn upward, and he screamed for the third time that day.

But he didn't stop, just kept screaming and screaming until finally he had the sense to drop the tent flap. Matt staggered backwards, and his body convulsed, and he clasped his hands over his mouth, but it didn't stop the steady stream of vomit and bile dripping through them.

Matt looked at the ground, he was on his hands and knees and his entire body was trembling, it felt like an earthquake was going on around him.

"So," L's voice broke through the silence, and Matt was glad, because he felt like he was quietly going insane. "You saw her?"

"If you mean the corpse hanging from the ceiling, then _hell yes_ I saw her!" Matt shuddered at the memory of the girl in the red and white pinstriped circus clothes, hanging from a beam in the middle of the room. That wasn't the strangest thing about it-flowers, flowers of all shapes, sizes and colors had been tucked into Takada's collar, covering her head completely, as if they could mask the smell of a decaying human.

But Matt could have sworn that from behind the flowers a single dark eye had swiveled to look at him.

"That's what happens to people who go against the chairman. That'll happen to you too if you don't get out of here."

"He…he killed her? Because she didn't like him?"

"Well…Light in the other room helped. The poor girl tried to comfort him. It made him happy, and she didn't have the heart to turn away. She looked at his face too long, and her own began to decay." L gave a short, hollow laugh "And it wasn't hard for the chairman to find her after that, realize what she'd been doing."

_**My skin festers, reflected on my eyes**_

"I don't understand. What had she been doing wrong?"

"Making someone happy. Didn't Near tell you about this?"

"You told me not to trust Near…"

"I told you to trust who you thought was right. And you…" L looked suddenly horrified "Are you still going to let me go?"

"What? No! How can I, after you already said you'd eat me?"

"But I've been here for so long-I'm dying, Matt! I need food! Good food!" L's eyes grew wide and he began to shake uncontrollably, licking his lips convulsively.

"No!" yelled Matt, backing away "Go tell your _chairman_ to get you food! You're all insane!" Matt turned without another look and ran back down the hall, ripping the tent flap open and dashing inside, hearing one last cry of _"Food!"_ before the flap came back down.

Matt turned and sat on a crate, clutching his head in his hands, it was too much, all of it.

"So," he heard a silky male voice purr "are you having fun?"

Matt looked up to see that Near and Mello were still in the room. Near had his head turned to Light and was using one of his hands to stroke his hair in a gentle, calming motion, but Mello had control of the other hand and was using it to cover his mouth to keep from laughing.

"What's so funny?" Matt snapped, his patience wearing thin.

"It's just-" Mello giggled "-this circus is so fun, but you don't look like you're having very much fun at all. I assume you saw L?"

"Yes, I saw the cannibal freak. I saw the dead girl too."

"Oh!" Mello looked delighted "Yes, I did hope he'd show you Kiyomi. Poor girl." Mello didn't look sad in the slightest; on the contrary he was growing ecstatic.

"What the hell is wrong with you? You really like how everyone is so screwed up, don't you?" demanded Matt angrily, looking the blonde in the face.

"I do, as a matter of fact. Once I realized how fun the circus was, life became so much more…bearable. You'll understand too, soon enough."

Matt looked at Near, who was still turned away from him. "Near…you told me you'd explain everything. I want to know what's going on here. Why everyone's like this?"

Near did not respond for a moment, merely continuing to stroke Light's hair, but then he gave a visible sigh, retracted his hand, and turned so that his and Mello's entire body was facing Matt "I suppose, if you do chance to stay with us-"

"I won't," said Matt firmly

"-then you should probably know our purpose." Near plowed on as though he had not been interrupted.

"So what's your purpose? To make people miserable?"

"You're a sharp one, aren't you?" snickered Mello "I guess you haven't been walking around with your eyes closed after all."

"Mello…"

"Yes, Near?"

"Please shut up while I'm talking."

"Gladly, m'dear." Mello looked behind them "You hear that, Light? Near wants me to shut up! But you and I will have a nice conversation on our own without him, won't we?"

Light gave an angry wail in response.

"You're not very talkative today, deary." observed Mello thoughtfully. "Maybe it's because Matty has made you sad? Set him straight, Near."

"I was going to, you imbecile. Now Matt." Near turned abruptly to the redhead, leaving no room for argument by Mello. "Before Mello interrupted so rudely, you made a good point. Everyone here is miserable. They're supposed to be that way; if they aren't then the point of this circus becomes moot."

Matt opened his mouth, but Near shook his head "Questions later. But the reason everyone here is miserable is to make everyone outside the circus happy. I can see by the look on your face that you don't understand . Let me give you an example. Now you look like a smart boy, I'm sure you know about the early Roman civilization?"

Matt nodded, he'd read about it on his own.

"Good. And I'm sure that you also know of their famous pastimes?"

"You mean like gladiator fights and throwing people to the lions and stuff?"

"Yes, exactly like that. Why did they do those things?"

"For fun, right?"

"Exactly. This circus is old, much older than you or I, and that's the sort of idea that created it-that all people have a sadistic streak, and will enjoy the pain of others."

"You mean," Matt counted backwards in his head "This place is as old as Rome? And since that time it's been hurting people so that other people can have fun?"

"Oh no, of course not. I mean about Rome. It was just an example, that civilization. You'll find examples of that so called sadistic streak earlier in history too. Bear baiting in sixteenth century England, the beheadings during the French revolution, the Salem witch hunts, even modern day sports-all of it, despite them saying it was for a "good cause" was their idea of _fun_-maybe they themselves didn't know, but can you deny that you ever wanted to laugh when you saw somebody slip and fall? Or when they hurt themselves trying to do something simple?"

Matt was silent, because in all honesty he couldn't.

"I didn't think you could. But my point is that that is the point of this circus, to see people in pain and enjoy it-it's just a more extreme form of pain then most people in this century are used to. No wonder you're our first visitor in years…

Matt looked down at the ground, clenching his fists. "Do you mean," he whispered angrily "that these people-everyone here-these people are being tortured for the shits and giggles of people who'll never even come here?" he ended in a roar.

"Well…yeah, pretty much." said Mello quietly after a second.

"That's…insane. I'm leaving, now, I'm getting the police and I'm going to help you people, and they're going to arrest that stupid _chairman-_"

Simultaneously, as soon as he'd insulted the chairman, Mello cackled and Near shook his head, and he heard a groan from Light.

"It's much too late for that." grinned Mello.

"He definitely knows you're here." whispered Light "You've made so much noise. And you insulted him. _Nobody_ insults the chairman."

"I'm sorry," said Near, and for a moment he did look genuinely remorseful, but he must have seen hundreds of people pass through this circus, so the look soon faded "Maybe you'll fit in here."

"You're not making any sense! I'm just going to open up a tent flap and leave or something."

"All paths lead back here, Matt. There's no getting away."

Suddenly all four heads in the room turned as a noise resembling thunder was heard, and then, as if cranked out on an old, rickety music box, sickly sweet carnival music filtered through the room.

_**I want to die**_

"The chairman!" screamed Mello at the same time Light screamed "Kill me!" Matt looked from Mello to Light, horrified.

"What? The chairman? Kill you?! I can't kill anyone-"

"You can! You're still human! Do it before he gets here! Do it while you're still human!" screamed Light, thrashing "I want to die! KILL ME!"

_**Want to die**_

"HE'S COMING, HE'S COMING AND THERE'S NO LEAVING, WE'RE ALL STUCK!" screamed Mello sounding truly scared for the first time. Near yelled "I'M SORRY MATT, I'M SO SORRY-"

From the other room Matt heard "PLEASE! I'M SO HUNGRY! I'M DYING!"

That was all he could take, and he ran, ran into the hallway and through L's room where the man begged him to free him, but Matt was far too panicked to think straight and he kept running into the other room, where Takada was swinging, jumping over a fallen figure before bursting into the night, but the voices chased him all the way:

_**Get me out of here, please**_

"_OH HE'S COMING, HE'S COMING, THERE'S NO ESCAPE-"_

"_-KILL ME! NOW, PLEASE, SOMEBODY!-"_

"_- SO SORRY, SO SORRY-" _

"_-I'M HUNGRY, DYING-"_

"_-ALL PATHS LEAD BACK HERE!-"_

"_It's so painful…"_

Matt burst through a group of trees and screamed, because Mello had not lied and the circus was right in front of him, but instead of Mello and Near coming to greet him a dark shape loomed above him, tall and lanky, with many gothic decorations adorning his clothing.

Matt dropped to his knees and covered his ears, because that sickly sweet tune was too loud, and the screams of the others kept echoing in his ears and now the chairman was _laughing_ at him…

"Well, do you like my circus?" asked the chairman.

Matt looked up, terrified, and screamed, because the chairman was most definitely not human, he had blue-gray skin and a shallow face, and nostrils with an ugly, pushed in nose like a pug's, and awful, _awful_ large eyes, that were yellow, and glinted red when the chairman turned and laughed "I'm happy to meet our newest addition!"

Matt saw a dark hand reaching for him and all went dark other than that one image, that hand, emblazoned in his mind, and he would have that memory forever-

Because it was his last memory as a human.

_**It is impossible for anyone to say and feel**_

*****

_The body is distorted in order to bend to that twisted figure_

_To crawl on the illuminated street with paper lanterns_

_Everyone knows the feeling of walking down the street_

_This child has to cower alone_

_I guess the shadows reach long_

_But the friends that talk have their waists aligned_

_You and later and before and by yourself_

_Oh, you're here, you're here!_

_Drop by and see him_

_Drop by and see him_

_Drop by, to the Dark Woods_

_It's fun_

_******_

**Epilogue**

Sometimes when the circus comes to town, he goes, other times he doesn't-but this is one of those years, and so Matsuda attends, dressed in a casual polo and slacks, and wishing faintly that he had a wife, and maybe a child to take with him, and show them the joys to be found here-the animals, the brightly colored faces, and the awful, telltale budget food that makes the circus the circus.

But Matsuda has no wife or child, so he goes alone.

He's melancholy, and getting bored when he sees something that attracts his attention: a redheaded boy dressed in a bright red robe-red on red, Matsuda chuckles to himself-is passing out pamphlets-but he doesn't seem to be having much luck, and he's dropping more pamphlets then he's passing out. The people he hands his pamphlets to drop them, and pass on like they haven't seen the boy.

Feeling sympathetic-Matsuda himself knows how hard it is to have a crappy summer job-he walks over and takes a pamphlet from the boy.

"Hello. What're these for?"

"Oh! Hello sir! These are for the _Dark Woods Circus_, the most fun circus around! All you have to do is follow the path into the woods, sir!"

Matsuda smiles back at the boy, who is smiling beatifically, and looks at his own pamphlet thoughtfully "Well, maybe I'll go check it out. Looks kinda spooky."

The redheaded boy laughs "Oh no sir! Just lots of fun!"

Matsuda laughs "Well, see you." He turns away holding his pamphlet, ready to look for the path it points out, but stops for a moment.

He then decides it was his imagination and moves on, but just as he'd turned away he thought, that out of the corner of his eye, he saw the boy grin nastily, and his face change as if it was turning scaly, or rotten…

----------

**Lyrics to Dark Woods Circus:**

Deep in the forest

Far far in the back that way

There is a circus

The chairman with the big eyes

And ten meters tall

All of the cast is jolly

Their forms are rather strange

But it's so fun!

The Dark Woods Circus

One with two heads

A deformed diva

A blue beast that loves to eat things cold

Does anyone wish that I were alive

So undesirable I am in this body?

Why do you look at me like that

This face that is rotting

It's painful

It's painful and it can't be helped

She said it

But still we continue this circus

Forever!

It's fun

So fun

This circus is so fun

Rotten fruit, to dissolve my eyes

My skin festers, reflected on my eyes

I want to die

Want to die

Get me out of here, please

It is impossible for anyone to say and feel

-----------------------------------

A/N: Okay people, I know I changed some of the outfits-all for the fun of it, doncha know. Yes, I did indeed put Light in his confinement clothes. Sorry if you'd rather he wear Miku's dress.

One more thing-out of curiosity while I was writing this I checked to see if there were any more and there is one by somebody named **xXxIchigoBeyondxXX** but I think their's is more symbolic, and mine more literal, so they're not exactly alike hopefully (sweatdrops) Hopefully no one will think I've stolen it…I found out it existed as I was halfway done this one XD but **xXxIchigoBeyondxXx** uses a different set of lyrics than I do, so the translation is different. Both worth checking out, I think.

I hope you liked! Please review!


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